Acquisitions

12 Months Ended

Dec. 31, 2022

Note 4 – Acquisitions

Alfmeier Präzision SE

On August 1, 2022, the Company acquired 100% of the equity interests of Alfmeier, a global leader in automotive lumbar and massage comfort solutions and a leading provider of advanced valve systems technology, integrated electronics and software. The acquisition further expands the Company's current value proposition beyond thermal to comfort, health, wellness, and energy efficiency and aligns with global consumer demand for expanded offerings in vehicle passenger comfort.

The total consideration transferred was $170,700, including cash consideration of $170,439 and amounts due to seller of $261. The results of Alfmeier's operations are reported within the Automotive segment from the acquisition date.

The following table provides product revenues and operating income from Alfmeier that are included in our consolidated financial statements:


	Year Ended December 31,
	2022
Product revenues	$	98,960
Net loss		(2,675	)

Assets acquired and liabilities assumed were recorded at estimated fair values based on third-party valuations, management’s estimates, available information, and supportable assumptions that management considered reasonable.

The following table summarizes the purchase consideration to the fair values of assets acquired and liabilities assumed as of the acquisition date and subsequent measurement period adjustments:


	Initial Allocation as of August 1, 2022			Measurement Period Adjustments			Revised Allocation as of December 31, 2022
Purchase price, consideration, net of cash acquired (a)	$	164,887		$	5,813		$	170,700
								—
Accounts receivable		24,988			(121	)		24,867
Inventory		36,026			(106	)		35,920
Prepaid expenses and other assets		20,920			(74	)		20,846
Operating lease right-of-use assets		4,608			—			4,608
Property and equipment		89,942			1,242			91,184
Other intangible assets		22,668			8,791			31,459
Goodwill		43,678			(9,184	)		34,494
Assumed liabilities		(55,994	)		975			(55,019	)
Deferred tax liabilities		(21,949	)		4,290			(17,659	)
Net assets acquired	$	164,887		$	5,813		$	170,700

(a)

Purchase price includes cash paid of $170,439 plus amounts due to seller of $261.

The following table summarizes the allocation of the purchase consideration to the other intangible assets acquired:


	Preliminary Fair Value		Weighted Average Life (in years)
Definite-lived:
Customer related	$	19,812		14
Technology		11,647		9
Total	$	31,459

The fair value of the intangible assets was based on third-party valuations and management’s estimates, generally utilizing income and market approaches. Goodwill recognized in this transaction is primarily attributable to the Company’s expected future economic benefits from combining operations to offer more compelling and high-value solutions across complementary customer relationships as well as expected future synergies. The goodwill is not expected to be deductible for tax purposes.

The following unaudited pro forma information represents our product revenues and net income as if the acquisition of Alfmeier had occurred as of January 1, 2021:


	Year Ended December 31,
	2022		2021
Product revenues	$	1,348,295	$	1,304,505
Net Income		17,645		92,079

Jiangmen Dacheng Medical Equipment Co. Ltd

On July 13, 2022, the Company acquired 100% of the equity interests of Dacheng and its wholly owned subsidiary, IOB Medical, Inc. Dacheng, is a manufacturer of medical materials and medical equipment, including patient temperature management solutions, for numerous local and international customers. The acquisition provides Gentherm Medical a local presence in China’s high-growth market for patient warming devices and other medical device products, while also expanding overall manufacturing capacity to include a low-cost manufacturing site.

The total consideration was $35,048, which is comprised of cash payments, net of cash acquired. The purchase agreement also includes future cash payments of up to $3,000, contingent upon the achievement of certain performance metrics and continued employment of the former majority shareholder through a series of defined dates. These contingent payments will be accounted for as compensation expense and will be recorded as a component of selling, general and administrative.

The results of Dacheng's operations are reported within the Medical segment from the date of acquisition. The following table provides product revenues and operating income from Dacheng that are included in our consolidated financial statements:


	Year Ended December 31,
	2022
Product revenues	$	3,499
Net Loss		(217	)

The following table summarizes the purchase consideration to the fair values of assets acquired and liabilities assumed as of the acquisition date and subsequent measurement period adjustments:


	Initial Allocation as of July 13, 2022			Measurement Period Adjustments			Revised Allocation as of December 31, 2022
Purchase price, cash consideration, net of cash acquired	$	35,048		$	—		$	35,048
								—
Accounts receivable		746			(84	)		662
Inventory		1,942			(177	)		1,765
Prepaid expenses and other assets		152			22			174
Operating lease right-of-use assets		841			—			841
Property and equipment		684			—			684
Other intangible assets		19,094			965			20,059
Goodwill		22,995			(3,979	)		19,016
Assumed liabilities		(2,799	)		(40	)		(2,839	)
Deferred tax liabilities		(8,607	)		3,293			(5,314	)
Net assets acquired	$	35,048		$	—		$	35,048

The following table summarizes the allocation of the purchase consideration to the other intangible assets acquired:


	Preliminary Fair Value		Weighted Average Life (in years)
Definite-lived:
Customer related	$	12,837		12
Technology		4,749		12
Indefinite-lived:
Tradenames		2,473		—
Total	$	20,059

The fair value of the intangible assets was based on third-party valuations and management’s estimates, generally utilizing income and market approaches. Goodwill recognized in this transaction is primarily attributable to the Company’s expected future economic benefits from the enhanced access to high-growth markets including private label opportunities through Dacheng’s innovative patient temperature management devices. The goodwill is not expected to be deductible for tax purposes.

The pro forma effects of this acquisition would not materially impact the Company’s reported results for any period presented, and as a result no pro forma financial statements are presented.

Acquisition of Beckmann & Egle Industrieelektronik GmbH

On July 1, 2021, the Company acquired the medical business unit of Beckmann & Egle Industrieelektronik GmbH (“B&E”), a developer and manufacturer of electronic control units, for a purchase price of $2,827. The acquisition was accounted for as a business combination with the purchase price assigned to inventory, property and equipment and other intangible assets based on their estimated fair values as of the acquisition date. The results of operations of B&E are reported within the Company’s Medical segment from the date of acquisition.